8-K - OTH - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(d) OF

THE

SECURITIES EXCHANGE ACT OF 1934

Dateof Report (Date of earliest event reported): January 29, 2026

OffThe Hook YS Inc.

(Exact name of registrant as specified in its charter)

Nevada	001-42930	33-2636992
(State<br> or other jurisdiction<br><br> <br>of<br> incorporation)	(Commission<br><br> <br>File<br>Number)	(I.R.S.<br> Employer<br><br> <br>Identification<br> No.)

1701Jel Wade Dr

Wilmington,NC 28401

(Address of principal executive offices)

Registrant’s telephone number, including area code: (910) 772-9277

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the<br> Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the<br> Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b)<br> under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c)<br> under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par<br> value	OTH	NYSE American LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On January 29, 2026, Robert Gonnelli notified Off The Hook YS Inc. (the “Company”) of his resignation as a member of the Company’s Board of Directors (the “Board”), effective immediately.

Mr. Gonnelli’s resignation did not indicate that it was the result of any disagreement with the Company relating to the Company’s operations, policies or practices. Mr. Gonnelli was not a member of any committee of the Board at the time of his resignation.

Following Mr. Gonnelli’s resignation, the size of the Board has been reduced to seven (7) members. The Company does not intend to appoint a replacement director at this time.

The Company thanks Mr. Gonnelli for his service to the Board and wishes him the best in his future endeavors.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: January 30, 2026	Off The Hook YS Inc.
	By:	/s/ Brian John
	Name:	Brian John
	Title:	Chief Executive Officer